AZZ INC — Director's Dealing 2020

May 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2020-05-04

Reporting Person: EMERY MATTHEW VARLEY (Chief Information & HR Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-04	Restricted Stock Units	$	A	4531	Acquired		COMMON STOCK (4531.0)	Direct
2020-05-04	Performance Share Units	$	A	4531	Acquired		COMMON STOCK (4531.0)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of AZZ common stock.

F2: The RSUs are granted under AZZ's 2014 Long Term Incentive Plan (the "2014 Plan") and vest over a three-year period with 1/3rd of the RSUs vesting on each of the first, second and third anniversaries of the grant date.

F3: Each Performance Share Unit ("PSU") represents a contingent right to receive shares of AZZ common stock based on achieved results at the end of the 3-year performance cycle.

F4: Represents 100% of the target number of PSUs that could be earned at the end of the 3-year performance cycle. The FY2021 PSU performance metric is AZZ's Total Shareholder Return ("TSR") relative to its industry peer group. The maximum payout for the FY2021 PSUs is not to exceed 200%.